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Last Entry: March 31, 2011 at 05:52:00

Insider trading dragnet?

Posted on November 20, 2010
The WSJ is reporting that the FBI has an insider trading dragnet in the works (also being reported by Bloomberg). From the tone of the article, it sounds like it could be bigger than the Galleon sweep. They reprinted an...

Reward for insider trading? Disbarment.

Posted on November 19, 2010
Remember Brien Santarlas, the former Ropes & Gray associate who along with Arthur Cutillo, got wrapped up in the Galleon insider trading scandal last year (here)? He took $30,000 in exchange for his tips on transactions. In addition to paying...

Thomson Reuters acquires Pangea3

Posted on November 19, 2010
I rarely link to Above the Law - I'm not a snob or anything, it's just that they rarely talk about anything relevant to this blog. Today is different. ATL notes that Thomson Reuters is looking to sell its BarBri...

The dividend recap bubble?

Posted on November 18, 2010
A couple of days ago Felix Salmon did a video-blog on Bernanke's bubbles. I'd embed it here, but the folks over at Reuters have apparently decided that Felix is still a little too new to the whole video-blog thing to...

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Board trends survey

Posted on November 17, 2010
The executive search firm Spencer Stuart recently released its annual study of the state of corporate governance among the S&P 500 (H/T BusinessWeek/Bloomberg). The 2010 Spencer Stuart study includes information on a host of issues including board size and composition,...

Lawyers Involved in Indian M&A

Posted on November 16, 2010
M&A activity involving Indian firms has been very active since economic liberalization opened up the Indian markets. As I note in my forthcoming paper, the rise in Indian M&A activity includes a rapid expansion of outbound acquisitions by Indian firms...

2011 Asian M&A

Posted on November 15, 2010
Clifford Chance looks into its crystal ball (i.e. it's 2010 Asian M&A Survey) and suggests that the short-term future of M&A in Asia is bright. And our respondents believe this trend will continue. More than 70% expect cross-border outbound M&A...

Behavioral M&A

Posted on November 15, 2010
Along the lines of "what were they thinking" - here's Donald Langevoort's new paper on the Behavioral Economics of Mergers and Acquisitions. Too often we are left wondering what CEOs were thinking when they decided to do this deal or...

BHP Walks

Posted on November 14, 2010
Not entirely surprising given the decision by the Canadian government not to approve the potential sale of Potash to BHP. BHP could have come back within 30 days with an improved offer and tried to convince the government of its...

Bad Lawyers

Posted on November 12, 2010
Bad Canadian lawyers. Still. According to the Ontario Securities Commission Mitchell Finkelstein, a partner at the Bay St. firm of Davies Ward Phillips and Vineberg, is alleged to have gathered information on were four major Canadian business transactions that took...

Davidoff on Genzyme's (un)Staggered Board

Posted on November 12, 2010
The Deal Prof does a great job of plowing through Genzyme's old proxy statements to give us a deeper look at why Sanofi will be unlikely to do much to stop Genzyme from re-staggering its board should it want to....

Lamb on the Unified Standard

Posted on November 11, 2010
Former Vice Chancellor Lamb comments on the "unified standard" of review for freezeout transactions in the most recent Directorship: ... for the time being, the law in this area remains unsettled, and controlling stockholders who are considering a freezeout must...

Exclusive Forum Bylaws

Posted on November 10, 2010
Berkshire Hathaway just adopted an exclusive forum bylaw that would limit shareholder suits to the Chancery Court. Here's the new section 14 to their bylaws: Forum for Adjudication of Disputes 14.1. Unless the corporation consents in writing to the selection...

Gymboree litigation

Posted on November 09, 2010
On Oct 11, 2010 Gymboree, a Delaware corporation, announced that it was to be acquired by Bain Capital. I asked how long before the first lawsuit would be filed. Not that long it turns out. On Oct 12, two complaints...

Genzyme & Sanofi: Penpals

Posted on November 09, 2010
Sanofi and Genzyme have been exchanging letters. In the first one, Sanofi's CEO Christopher Viebacher sent a letter to Genzyme CEO Henri Termeer. In the letter Viebacher makes the following points: First, you indicated that you believe that the Genzyme...

Canada: not the Boys Scouts of international finance

Posted on November 08, 2010
The Star up in Canada defends the country's right to say no to foreign investment, but still worries that the fix might be in: Yes, the Canadian government's actions last week sent a message to the rest of the world:...

Law firm merger news

Posted on November 08, 2010
Squire Sanders & Dempsey and Hammonds (UK) announced their merger this afternoon. Here's their release. For background on what is motivating law firm mega mergers like this one see Marc Galanter and William Henderson's 2008 paper on the transformation of...

Canada to BHP: "Thanks, but no thanks for now."

Posted on November 04, 2010
Last week the Premier of Saskatchewan gave the thumbs down to the BHP bid for Potash. Yesterday afternoon, Canada's Industry Minister Tony Clement released a statement expressing a similar sentiment: "I can confirm that I have sent a notice to...

Is 10 days too long for a 13D filing?

Posted on November 03, 2010
The rule says you have 10 days to file a Schedule 13D, but count me as one who thinks we'd all be okay if that was reduced to 2 days, or some other shorter window. Andrew Ross Sorkin has more...

Airgas Appeal

Posted on November 03, 2010
The Airgas appeal before the Delaware Supreme Court gets underway in about 30 minutes (care of Courtroom View Network). In the meantime, Lucien Bebchuk and his co-authors put a post on the Harvard Corporate Governance Network blog describing their work...

Airgas and the Supremes

Posted on November 02, 2010
You'll remember that Airgas lost in the Chancery Court on the question whether or not the terms of its staggered board were for three calendar years or for that period of time required for three shareholder meetings to occur. The...

Healthcare M&A Traps

Posted on November 02, 2010
McDermott's M&A Newsletter offers five traps in healthcare M&A. Down at number 5? Approval by the Pope! I'm not kidding: A significant segment of nonprofit health care operations in the United States is affiliated with the Catholic Church. According to...

Of Loyalty and Buyouts

Posted on November 01, 2010
I don't know, but I always feel a little uneasy when the CEO announces that he'll pay a 38% premium to take the company private. If the company is so valuable, why not run it for the public shareholders? -bjmq

Hostile Deals and Business Risks: More on BHP and Potash

Posted on October 29, 2010
BHP Billiton's hostile bid for Potash Corporation of Saskatchewan continues to provide interesting lessons for M&A buffs. You can?t underestimate the power of a hostile deal, especially a cross-border one with regulatory uncertainty, to raise enormous amounts of risks for...

Firms still hoarding cash

Posted on October 27, 2010
According to Reuters, firms are still hoarding nearly $1 trillion in cash with no plans to spend it: Nonfinancial U.S. companies are sitting on $943 billion of cash and short-term investments, as of mid-year 2010, compared with $775 billion at...

Best Business Law Blogs of 2010

Posted on October 27, 2010
Thanks to all who voted us one of the top Business Law Blogs for 2010. -bjmq

M&A Swap Games

Posted on October 27, 2010
WSJ explains an swaps strategy for M&A arbs. The long and short of it: use credit derivatives - and not equity - to bet on an acquisition: Take the acquisition of packaging manufacturer Pactiv, which is being funded mostly with...

Insider trading on the railroad ...

Posted on October 26, 2010
Andrew Ross Sorkin flags this recent insider trading prosecution. It's of a breed of cases where the SEC is pursuing its "level playing field" theory of insider trading. Traditionally, there has to be a breech of a fiduciary duty tied...

More on Appraisal Arbs

Posted on October 25, 2010
George Geis has posted his new paper, An Appraisal Puzzle, on SSRN. It's forthcoming in the NW. L. Rev. It deals with the issue of how the problem of identity ambiguity means that almost anyone can seek appraisal. Since appraisal...

Nationalism and a Shakedown? More on BHP Billiton and Potash

Posted on October 25, 2010
As devoted readers know, we?ve spent a lot of time covering BHP Billiton?s hostile bid for Potash (see for example this, this, and this). The deal is a classic example of cultural issues in cross-border transactions and the risks that...

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